Filing Details

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

 

(Amendment No. 1)¹

 

Nano Dimension Ltd.

(Name of Issuer)

 

Ordinary Shares par value NIS 5.00 per share

(Title of Class of Securities)

 

63008G203

(CUSIP Number)

 

MURCHINSON LTD.

145 Adelaide Street West, Fourth Floor

Toronto, Ontario Canada A6 M5H 4E5

(416) 845-0666

 

ANDREW FREEDMAN, ESQ.

MEAGAN REDA, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

February 13, 2023

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

_______________

 

¹       The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

   

1

NAME OF REPORTING PERSON

Murchinson Ltd.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Canada

NUMBER OF

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

6,675,000*

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

6,675,000*

PERSON WITH

9

SOLE DISPOSITIVE POWER

6,675,000*

10

SHARED DISPOSITIVE POWER

6,675,000*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

13,350,000*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.2%

14

TYPE OF REPORTING PERSON

CO

  

*Represents American Depositary Shares (“Shares”) (each Share represents one Ordinary Share).

  

1

NAME OF REPORTING PERSON

Nomis Bay Ltd

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Bermuda

NUMBER OF

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

- 0 -

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

4,005,000*

PERSON WITH

9

SOLE DISPOSITIVE POWER

- 0 -

10

SHARED DISPOSITIVE POWER

4,005,000*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,005,000*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.6%

14

TYPE OF REPORTING PERSON

CO

  

*Represents American Depositary Shares (“Shares”) (each Share represents one Ordinary Share).

  

  

1

NAME OF REPORTING PERSON

BPY Limited

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Bermuda

NUMBER OF

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

- 0 -

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

2,670,000*

PERSON WITH

9

SOLE DISPOSITIVE POWER

- 0 -

10

SHARED DISPOSITIVE POWER

2,670,000*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,670,000*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.6%

14

TYPE OF REPORTING PERSON

CO

 

*Represents American Depositary Shares (“Shares”) (each Share represents one Ordinary Share).

  

  

1

NAME OF REPORTING PERSON

EOM Management Ltd.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Bermuda

NUMBER OF

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

- 0 -

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

6,675,000*

PERSON WITH

9

SOLE DISPOSITIVE POWER

- 0 -

10

SHARED DISPOSITIVE POWER

6,675,000*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

6,675,000*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.6%

14

TYPE OF REPORTING PERSON

CO

 

*Represents American Depositary Shares (“Shares”) (each Share represents one Ordinary Share).

  

  

1

NAME OF REPORTING PERSON

James Keyes

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

United Kingdom

NUMBER OF

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

- 0 -

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

6,675,000*

PERSON WITH

9

SOLE DISPOSITIVE POWER

- 0 -

10

SHARED DISPOSITIVE POWER

6,675,000*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

6,675,000*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.6%

14

TYPE OF REPORTING PERSON

IN

 

*Represents American Depositary Shares (“Shares”) (each Share represents one Ordinary Share).

  

  

1

NAME OF REPORTING PERSON

Jason Jagessar

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Republic of Trinidad and Tobago

NUMBER OF

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

- 0 -

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

6,675,000*

PERSON WITH

9

SOLE DISPOSITIVE POWER

- 0 -

10

SHARED DISPOSITIVE POWER

6,675,000*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

6,675,000*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.6%

14

TYPE OF REPORTING PERSON

IN

   

*Represents American Depositary Shares (“Shares”) (each Share represents one Ordinary Share).

  

  

1

NAME OF REPORTING PERSON

Chaja Carlebach

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Switzerland

NUMBER OF

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

- 0 -

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

6,675,000*

PERSON WITH

9

SOLE DISPOSITIVE POWER

- 0 -

10

SHARED DISPOSITIVE POWER

6,675,000*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

6,675,000*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.6%

14

TYPE OF REPORTING PERSON

IN

  

*Represents American Depositary Shares (“Shares”) (each Share represents one Ordinary Share).

 

  

1

NAME OF REPORTING PERSON

Marc J. Bistricer

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Canada

NUMBER OF

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

6,675,000*

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

6,675,000*

PERSON WITH

9

SOLE DISPOSITIVE POWER

6,675,000*

10

SHARED DISPOSITIVE POWER

6,675,000*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

13,350,000*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.2%

14

TYPE OF REPORTING PERSON

IN

  

*Represents American Depositary Shares (“Shares”) (each Share represents one Ordinary Share).

  

  

The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (the “Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.

 

Item 3.

Source and Amount of Funds or Other Consideration.

 

Item 3 is hereby amended and restated as follows:

 

The Shares purchased by Nomis Bay were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 4,005,000 Shares beneficially owned by Nomis Bay is approximately $11,971,398, including brokerage commissions.

 

The Shares purchased by BPY were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 2,670,000 Shares beneficially owned by BPY is approximately $7,980,256, including brokerage commissions.

 

The Shares held in the Managed Positions were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 6,675,000 Shares held in the Managed Positions is approximately $19,951,511, including brokerage commissions.

 

Item 4.

Purpose of Transaction.

 

Item 4 is hereby amended to add the following:

 

On February 13, 2023, counsel for the Proposing Shareholders responded to a letter from counsel on behalf of the Issuer, dated February 7, 2023 (the “February 7 Letter”), rejecting the Issuer’s reasoning for not convening the special general meeting of shareholders (the “Meeting”) as initially requested by the Proposing Shareholders on January 22, 2023 (the “Special Meeting Demand”), stating, among other things, that the February 7 Letter reinforces the Proposing Shareholders’ prior position that both the timing and nature of the Issuer’s responses to the Special Meeting Demand (and another letter sent by counsel for the Proposing Shareholders on January 31, 2023) demonstrate a blatant disregard to the lawful rights of the Proposing Shareholders and the Board’s fiduciary duties to the Issuer and its shareholders (the “Response Letter”). The Response Letter further stated that, in light of the reasons set forth therein, and the Board’s failure to timely call the Meeting within the requisite 21-day period (i.e., by February 12, 2023), the Proposing Shareholders are exercising their rights under Section 64 of the Companies Law to call the Meeting themselves.

 

Accordingly, also on February 13, 2023, the Proposing Shareholders delivered a notice (the “Notice”) to the Issuer’s shareholders to independently convene the Meeting in accordance Section 64 of the Companies Law on March 20, 2023 at 16:00 Israel Time. The Notice was given to: (i) amend certain shareholder-unfriendly provisions of the Articles of Association, including to allow shareholders to fill Board vacancies and remove directors at a general meeting by a simple majority vote; (ii) remove the Chairman and Chief Executive Officer Yoav Stern and three other incumbent members of the Board, Oded Gera, Igal Rotem and Dr. Yoav Nissan-Cohen as well as any director appointed by the Board since December 19, 2022 and through the conclusion of the Meeting; and (iii) appoint two director nominees, Kenneth H. Traub and Dr. Joshua Rosensweig, as directors of the Issuer.

 

  

The full text of the Notice, the related proxy statement, a form of the proxy card and voting instruction form with respect to the Meeting, are attached hereto as Exhibit 99.1, Exhibit 99.2, Exhibit 99.3 and Exhibit 99.4, and are incorporated herein by reference.

 

Item 5.

Interest in Securities of the Issuer.

 

Items 5(a) – (c) are hereby amended and restated as follows:

 

The aggregate percentage of Shares reported owned by each person named herein is based upon a denominator consisting of a multiple of (i) 12,907,044 Shares outstanding, as of November 8, 2022, which is 5.0% of the total number of Shares outstanding as reported in the Issuer’s Current Report on Form 6-K filed with the SEC on November 8, 2022 and (ii) twenty.

 

A.

Nomis Bay

 

(a)

As of the date hereof, Nomis Bay beneficially owned 4,005,000 Shares.

 

Percentage: Approximately 1.6%

 

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 4,005,000 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 4,005,000

 

(c)

The transaction in the Shares by Nomis Bay since the filing of the Schedule 13D is set forth in Schedule A and is incorporated herein by reference.

 

B.

BPY

 

(a)

As of the date hereof, BPY beneficially owned 2,670,000 Shares.

 

Percentage: Approximately 1.0%

 

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 2,670,000 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 2,670,000

 

(c)

The transactions in the Shares by BPY since the filing of the Schedule 13D is set forth in Schedule A and is incorporated herein by reference.

 

  

C.

EOM

 

(a)

EOM, as the investment advisor to each of Nomis Bay and BPY, may be deemed the beneficial owner of the (i) 4,005,000 Shares owned by Nomis Bay and (ii) 2,670,000 Shares owned by BPY.

 

Percentage: Approximately 2.6%

 

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 6,675,000 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 6,675,000

 

(c)

EOM has not entered into any transactions in the Shares since the filing of the Schedule 13D. The transactions in the Shares on behalf of each of Nomis Bay and BPY since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference

 

D.

Murchinson

 

(a)

Murchinson, as the sub-investment advisor to each of Nomis Bay and BPY and the investment advisor to the Managed Positions, may be deemed the beneficial owner of the (i) 4,005,000 Shares owned by Nomis Bay, (ii) 2,670,000 Shares owned by BPY and (iii) 6,675,000 Shares held through the Managed Positions.

 

Percentage: Approximately 5.2%

 

(b)

1. Sole power to vote or direct vote: 6,675,000 2. Shared power to vote or direct vote: 6,675,000 3. Sole power to dispose or direct the disposition: 6,675,000 4. Shared power to dispose or direct the disposition: 6,675,000

 

(c)

Murchinson has not entered into any transactions in the Shares since the filing of the Schedule 13D. The transactions in the Shares on behalf of each of Nomis Bay and BPY and through the Managed Positions since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

 

E.

Mr. Keyes

 

(a)

Mr. Keyes, as a director of each of Nomis Bay and BPY, may be deemed the beneficial owner of the (i) 4,005,000 Shares owned by Nomis Bay and (ii) 2,670,000 Shares owned by BPY.

 

Percentage: Approximately 2.6%

 

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 6,675,000 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 6,675,000

 

(c)

Mr. Keyes has not entered into any transactions in the Shares since the filing of the Schedule 13D. The transactions in the Shares on behalf of each of Nomis Bay and BPY since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

 

  

F.

Mr. Jagessar

 

(a)

Mr. Jagessar, as a director of each of Nomis Bay and BPY, may be deemed the beneficial owner of the (i) 4,005,000 Shares owned by Nomis Bay and (ii) 2,670,000 Shares owned by BPY.

 

Percentage: Approximately 2.6%

 

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 6,675,000 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 6,675,000

 

(c)

Mr. Jagessar has not entered into any transactions in the Shares since the filing of the Schedule 13D. The transactions in the Shares on behalf of each of Nomis Bay and BPY since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

 

G.

Ms. Carlebach

 

(a)

Ms. Carlebach, as the director of EOM, may be deemed the beneficial owner of the (i) 4,005,000 Shares owned by Nomis Bay and (ii) 2,670,000 Shares owned by BPY.

 

Percentage: Approximately 2.6%

 

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 6,675,000 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 6,675,000

 

(c)

Ms. Carlebach has not entered into any transactions in the Shares since the filing of the Schedule 13D. The transactions in the Shares on behalf of each of Nomis Bay and BPY since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

 

  

H.

Mr. Bistricer

 

(a)

Mr. Bistricer, as the Chief Executive Officer and Chief Investment Officer of Murchinson, may be deemed the beneficial owner of the (i) 4,005,000 Shares owned by Nomis Bay, (ii) 2,670,000 Shares owned by BPY and (iii) 6,675,000 Shares held through the Managed Positions.

 

Percentage: Approximately 5.2%

 

(b)

1. Sole power to vote or direct vote: 6,675,000 2. Shared power to vote or direct vote: 6,675,000 3. Sole power to dispose or direct the disposition: 6,675,000 4. Shared power to dispose or direct the disposition: 6,675,000

 

(c)

Mr. Bistricer has not entered into any transactions in the Shares since the filing of the Schedule 13D. The transactions in the Shares on behalf of each of Nomis Bay and BPY and through the Managed Positions since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

 

Item 7.

Material to be Filed as Exhibits.

 

Item 7 is hereby amended to add the following exhibits:

 

99.1

Notice of the Special General Meeting of Shareholders of the Issuer to be held on March 20, 2023 at 16:00 Israel Time.

 

99.2

Proxy Statement for the Special General Meeting of Shareholders of the Issuer to be held on March 20, 2023 at 16:00 Israel Time.

 

99.3

Form of Proxy Card for the Special General Meeting of Shareholders of the Issuer to be held on March 20, 2023 at 16:00 Israel Time.

 

99.4

Voting Instruction Form for the Special General Meeting of Shareholders of the Issuer to be held on March 20, 2023 at 16:00 Israel Time.

 

 

 

  

SIGNATURES

 

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: February 13, 2023

 

	Nomis Bay Ltd
	By:	/s/ James Keyes
		Name:	James Keyes
		Title:	Director

 

	BPY Limited
	By:	/s/ James Keyes
		Name:	James Keyes
		Title:	Director

 

	EOM Management Ltd.
	By:	/s/ Chaja Carlebach
		Name:	Chaja Carlebach
		Title:	Director

 

	Murchinson Ltd.
	By:	/s/ Marc J. Bistricer
		Name:	Marc J. Bistricer
		Title:	Chief Executive Officer

 

	/s/ James Keyes
	James Keyes
	/s/ Jason Jagessar
	Jason Jagessar
	/s/ Chaja Carlebach
	Chaja Carlebach
	/s/ Marc J. Bistricer
	Marc J. Bistricer

 

  

SCHEDULE A

 

Transactions in the Securities of the Issuer Since the Filing of the Schedule 13D

 

Nature of the Transaction

Amount of Securities Purchased/(Sold)

Price ($)

Date of Purchase/Sale

 

NOMIS BAY LTD

 

Purchase of Common Stock

30,000

2.7502

01/31/2023

 

BPY LIMITED

 

Purchase of Common Stock

20,000

2.7502

01/31/2023

 

MURCHINSON LTD. 

(Through the Managed Positions)

 

Purchase of Common Stock	30,000	2.7502	01/31/2023
Purchase of Common Stock	20,000	2.7502	01/31/2023